This SBIR is concerned with using remote sensors to enhance the performance of security forces protecting Navy ships while docked in port. The use of remote sensing systems for area surveillance can greatly complement the performance of human sentries. Wepropose the development of a multi-sensor, multi-layer surveillance system that can easily be reconfigured to adapt to different port environments. We also propose the integration of acoustic sensing into this system to improve overall detectionperformance and provide additional information that contributes to the reduction of false alarms. The thrust of this Phase II effort is to study, evaluate, and develop a prototype to demonstrate the performance capability of a multi-sensor system(including acoustic sensors). An automated tool to assist an operator in estimating coverage and reconfiguring the system will also be developed. Effective ship security while in port can be applied not only to military ships but also to commercial shipscontaining flammable or explosive cargo (e.g., liquefied natural gas, crude oil). Effective perimeter security is also applicable to buildings, military installations and manufacturing facilities.